Employee Benefits in Mergers and Acquisitions, 2012-2013 Edition by Ilene Ferenczy List Price: $399.00   Eligible for Free Standard Shipping on U.S. Prepaid Orders Imprint: Aspen Publishers ISBN: 9781454808398 Looseleaf: 650 pages Publication Cycle: Updated annually Last Updated: 9/20/2012 Available: Item ships in 3-5 Business Days

Employee Benefits in Mergers and Acquisitions is an essential tool to assist both benefits specialists and mergers and acquisitions professionals examine every major employee benefits concern likely to arise in the wake of a merger or an acquisition, including: Legal and tax compliance issues Strategies to avoid costly litigation Sound and reliable business practices for administering benefits and compensation plans in a M&A setting And much more! The 2012 -2013 Edition updates the coverage of legislative and regulatory developments in the past year that affect employee benefits in mergers and acquisitions, including: The effects of the Pension Protection Act of 2006 (PPA), the Heroes Earnings Assistance and Relief Tax Act of 2008 (HEART), the Worker, Retiree, and Employer Recovery Act of 2008 (WRERA), and the Patient Protection and Affordable Care Act (PPACA) on plans involved in business transactions Discussion of the plan fiduciaries' responsibilities in relation to the service provider fee disclosure The PPA-mandated IRS and DOL guidance and its effect on plan administration and issues in mergers and acquisitions The final regulations under Code Section 415 on maximum benefits and includible plan compensation Information regarding the final IRS regulations concerning 401(k) automatic enrollment The latest guidance relating to the American Jobs Creation Act of 2004 on nonqualified deferred compensation and other executive compensation Comprehensive modifications to the Internal Revenue Code sections relating to 401(k) plans to reflect the guidance relating to Roth 401(k) provisions And much more! View the Highlights for this title. 1. Introduction Transactions and Benefits Transactions and Human Resources Approach Some Terms of Art and Conventions The Art and Confusion of Transactions Due Diligence: Making Sure That What You See Is What You Get Qualified Retirement Plans: Limiting Liability While Retaining Tax Benefits ESOPs: Transactions Involving Plans with Employer Stock Health and Welfare: Keeping These Plans as Healthy as the Employees Executive Compensation: Handling Management in Transition Employment Law and Labor Law: Transitioning Employees 2. Mergers and Acquisitions - An Overview Structure of the Acquisition Asset Acquisitions Stock Acquisitions Mergers Spin-offs, Consolidations, and Recapitalizations Corporate Law Considerations Securities Law Considerations Compliance with Hart-Scott-Rodino Antitrust Improvements Act of 1976 Compliance with Worker Adjustment and Retraining Notification Act 3. Due Diligence Defining Due Diligence Scope of Benefits Due Diligence Representations, Warranties, and Indemnifications Reviewing the Benefit Programs Reporting Due Diligence Findings 4. Qualified Plans What Is a Qualified Plan? Purchasing a Company with a Qualified Plan Selling a Company with a Qualified Plan Correcting Qualification Failures Other Qualified Plan Issues 5. Retirement Plan Coverage Issues Coverage Requirements How a Corporate Transaction Affects Coverage Resolving a Coverage Problem During or at the End of the Transition Period Qualified Separate Lines of Business Interaction Between Coverage Rules and Participation Rules Correcting Coverage Defects After Year-End 6. Defined Contribution Plans Pensions Versus Nonpensions General Defined Contribution Rules Defined Contribution Pension Plans Profit Sharing Plans General-Tested and Cross-Tested or New Comparability Plans Contributions for the Portion of the Year Before the Acquisition 401(k) Plans Stock Bonus Plans Eligible Individual Account Plans Participant Direction of Investments and Fiduciary Liability 7. Defined Benefit Plans What Is a Defined Benefit Plan? ERISA Title IV and the PBGC Funding Considerations in an Acquisition Liability or Benefit on Assumption of Plan PBGC Reportable Events in an Acquisition Withdrawing from Participation in a Plan Covering Controlled Group Members Plan Terminations Unions and Multiemployer Plans Cash Balance Plans 8. Employee Stock Ownership Plans What Is an ESOP? Qualifying Employer Securities Comparison of ESOPs with Other Qualified Plans That Hold Employer Stock KSOPs How a Nonleveraged ESOP Works How Leveraged ESOPs Work Dividends Selling Stock to an ESOP: Corporate Refinancing S Corporation ESOPs Acquisition of ESOP Securities by an Independent Buyer What Happens to the Plan: Buyer's Options for the Plan on a Stock Acquisition Asset Purchases from an ESOP ESOPs in Publicly Traded Companies 9. Health and Welfare Issues Types of Health and Welfare Plans Insured Versus Noninsured or Self-Funded Plans ERISA Coverage of Health and Welfare Plans Health Issues in Acquisitions Welfare Plan Issues in Acquisitions Continuation of Health Benefits Under COBRA Obligations to Employees Under HIPAA Portability Rules 10. Executive Compensation Stock Option Plans Nonstock Executive Compensation Taxation of Deferred Compensation Under Code Section 409A Golden Parachute Issues Million-Dollar Cap on Executive Compensation Employment Agreements Changes to Executive Compensation Under the Sarbanes-Oxley Act 11. Employment Law Stock and Asset Acquisitions in the Employment Law Context Due Diligence with Respect to Employment Law Discrimination Issues Impact of Plant Closing Laws on Mergers and Acquisitions Successorship Issues Related to Union Matters Family and Medical Leave Act Issues Wage and Hour Issues ERISA Issues in Employee Communications Miscellaneous Issues Appendix A: Benefit Plans Preliminary Acquisition Due Diligence: Checklist of Items to Review Appendix B: Acquisition Agreement: Sample Benefits Representations and Warranties Appendix C: Nondiscrimination Checklist and Flowchart Appendix D: Due Diligence Work Plan Appendix E: Detailed Due Diligence Work Program Appendix F: Sample Due Diligence Report Appendix G: Sample Agreement of Plan Merger Appendix H: Health and Welfare Benefits: Checklist for Mergers and Acquisitions Issues Appendix I: Sample Termination Agreement Appendix J: Sample WARN Notice Appendix K: Defined Contribution Plan Abstract Appendix L: Compliance with the Fair Labor Standards Act As Amended Appendix M: Murder on the M&A Express: How Benefits Killed the Deal Appendix N: Welcome to the Family - Assimilating Benefits for New Employees in an Asset Acquisition Benefits Law Journal Davis E Morse For over 20 years, the most respected and accomplished employee benefits professionals have shared their expertise, as well as formulas for success and cautionary tales, exclusively in the pages of Benefits Law Journal . 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